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Warranty and TermsGENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODSor packaging incorrectly identifies its contents. (b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conformingGoods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred byBuyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller%u2019s facility located at 1490 BluegrassLakes Parkway, Alpharetta, GA 30004. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer%u2019s shipment ofNonconforming Goods, ship to Buyer, at Buyer%u2019s expense and risk of loss, the replaced Goods F.O.B Alpharetta, Georgia.(c) Buyer acknowledges and agrees that the remedies set forth in Section 6(b) are Buyer%u2019s exclusive remedies for the delivery of Nonconforming Goods.Except as provided under Section 6(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchasedunder this Agreement to Seller. Notwithstanding the foregoing, if Seller, at its sole discretion, authorizes Buyer to return some or all of the conforming GoodsSeller may charge to Buyer a restocking fee of 25% of the net value of any returned Goods, with a minimum fee of $20 (%u201cRestocking Fee%u201d), and Sellermay deduct such Restocking Fee from any credit or refund of the Price, if any. All Goods must be returned in their original product box. Shower panels andshower columns will incur a $40 per item rebox charge. All other damaged or otherwise unusable boxes will incur a $10 per Good rebox charge.8. Price.(a) Buyer shall purchase the Goods from Seller at the prices (the %u201cPrices%u201d) set forth in Seller%u2019s published price list in force as of the date that Seller acceptsBuyer%u2019s purchase order. If the Prices should be increased by Seller before delivery of the Goods to a carrier for shipment to Buyer, then these Terms shall beconstrued as if the increased prices were originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased prices.(b) All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any GovernmentalAuthority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsiblefor any taxes imposed on, or with respect to, Seller%u2019s income, revenues, gross receipts, personnel or real or personal property or other assets.9. Payment Terms.(a) Buyer shall pay all invoiced amounts due to Seller on receipt of Seller%u2019s invoice. Buyer shall make all payments hereunder in US dollars by wiretransfer, check or as otherwise specified in Seller%u2019s invoice sent to Buyer.(b) Buyer shall pay interest on all late payments at the higher of the rate of 1.5% per month or the highest rate permissible under applicable law. Buyershall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys%u2019 fees. In addition to all other remediesavailable under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the deliveryof any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for 5 days following written notice thereof.(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating toSeller%u2019s breach, bankruptcy or otherwise.10. Limited Warranty.(a) Seller extends express, written warranties on the Goods in accordance with the terms, conditions and limitations of the applicable warranty(%u201cWarranty%u201d) set forth on Seller%u2019s Web Site (www.hansgrohe-usa.com or such other address as may be identified on the Product Documents) and/or theapplicable product packages, labels and instruction sheets (%u201cProduct Documents%u201d). Fulfillment of the Warranty obligations to the purchasers of Seller%u2019sproducts (or their permissible transferees) is Seller%u2019s warranty obligation for the Goods.(b) EXCEPT AS EXPRESSLY PROVIDED IN SELLER%u2019S WARRANTY(AS DEFINED IN SECTION 10(A)), SELLER MAKES NO WARRANTYWHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OFFITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE,USAGE OF TRADE OR OTHERWISE.(c) Products manufactured by a third party (%u201cThird Party Product%u201d) may constitute, contain, be contained in, incorporated into, attached to orpackaged together with, the Goods. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTYPRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR(c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIEDBY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.(d) The Seller shall not be liable for a breach of its obligations under this Agreement or based on any other theory of liability unless: (i) Buyer gives writtennotice of the defective Goods, reasonably described, to Seller within 7 days of the time when Buyer discovers or ought to have discovered the defect; (ii) ifapplicable, Seller is given a reasonable opportunity after receiving the notice of breach to examine such Goods and Buyer (if requested to do so by Seller)returns such Goods to Seller%u2019s place of business at Seller%u2019s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer%u2019s claim thatthe Goods are defective.(e) The Seller shall not be liable for a breach of its obligations under this Agreement or based on any other theory of liability if: (i) Buyer makes anyfurther use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller%u2019s oral or written instructions as to the storage,installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.(f) Buyer agrees that all claims arising under this Agreement will only be valid for one (1) year from the date of purchase. Subject to Section 10(d) andSection 10(e) above, with respect to any claims made by Buyer during such one (1) year period, Seller shall, in its sole discretion, either: (i) repair orreplace such Goods (or the defective part) or (ii) issue a credit for such Goods in accordance with this Agreement and the Warranty, provided that, if Sellerso requests, Buyer shall, at Seller%u2019s expense, return such Goods to Seller.(g) THE REMEDIES SET FORTH IN SECTION 10(f) SHALL BE THE BUYER%u2019S SOLE AND EXCLUSIVE REMEDY AND SELLER%u2019S ENTIRELIABILITY FOR ANY BREACH OF THE SELLER%u2019S OBLIGATIONS UNDER THIS AGREEMENT.11. Limitation of Liability.(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSSOF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVEDAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OFWHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH